Commentary & Deal Flow

IPTs: PerpNC5.25: 4.875-5.000% PerpNC8: 5.375-5.500%a

• Issuer: Carlsberg Breweries A/S
• Issuer LEI: 5493008YL42784DMWN61
• Issuer Rating: Baa1 (stable) by Moody’s / BBB+ (negative) by Fitch
• Expected Instrument Rating: Baa3 by Moody’s / BBB- by Fitch
• Format: Reg S Bearer, CGN
• Expected Equity Credit: Moody’s Basket M (50%) / Fitch 50% until the First Reset Date
• Currency:
• • PerpNC5.25: €
  • PerpNC8: €
• Size:
• • PerpNC5.25: Benchmark
  • PerpNC8: Benchmark
• IPTs:
• • PerpNC5.25: 4.875-5.000% (ann. Yield)
  • PerpNC8: 5.375-5.500% area (ann. Yield)
• Settlement Date:
• • PerpNC5.25: 18-May-26 (T+8)
  • PerpNC8: 18-May-26 (T+8)
• Maturity Date:
• • PerpNC5.25: 18-May-3026
  • PerpNC8: 18-May-3026
• First Call Date:
• • PerpNC5.25: 18-May-31
  • PerpNC8: 18-Feb-34
• First Reset Date:
• • PerpNC5.25: 18-Aug-31 (5.25-years)
  • PerpNC8: 18-May-34 (8-years)
• Interest:
• • PerpNC5.25: fixed rate (the “Initial Rate of Interest”) from and including the Issue Date to (but excluding) the First Reset Date. For the First Reset Period, the sum of the relevant Mid-Swap Rate + the initial credit spread. For each Subsequent Reset Period thereafter, the sum of the relevant Mid-Swap Rate + initial credit spread + Step-up Rate (applicable from the relevant Step-up Date)
  • PerpNC8: fixed rate (the “Initial Rate of Interest”) from and including the Issue Date to (but excluding) the First Reset Date. For the First Reset Period, the sum of the relevant Mid-Swap Rate + the initial credit spread. For each Subsequent Reset Period thereafter, the sum of the relevant Mid-Swap Rate + initial credit spread + Step-up Rate (applicable from the relevant Step-up Date)
• Interest Payment Dates:
• • PerpNC5.25: Annually in arrear on 18 August of each year, commencing 18-Aug-26 (short first coupon)
  • PerpNC8: Annually in arrear on 18 May of each year, commencing 18-May-27
• Step-up Rate:
• • PerpNC5.25: +100 bps on 18-Aug-36 (the “Step-up Date”)
  • PerpNC8: +100 bps on 18-May-39 (the “Step-up Date”)
• ISIN:
• • PerpNC5.25: XS3317637059
  • PerpNC8: XS3325357658
• Denominations: €100,000 + €1,000
• Issuer Call Option: On any date from the First Call Date up to (and including) the First Reset Date (3mpc) or any Interest Payment Date thereafter, at par
• Optional Interest Deferral: Optional deferral (in whole or in part) at the Issuers sole discretion (cumulative and compounding basis). Any outstanding deferred interest shall be automatically cancelled on the Maturity Date
• Settlement of Deferred Interest: Outstanding Payments may be paid (in whole or in part) at any time at the option of the Issuer. The Issuer must pay any Outstanding Payments (in whole but not in part) on the first to occur of the following dates: (i) the 10th Business Day after the date on which a Compulsory Payment Event occurs; (ii) the next scheduled Interest Payment Date if the Issuer pays interest on the Notes on such date; (iii) the date, other than the Maturity Date, on which the Notes fall due for redemption; and (iv) the bankruptcy, winding up, liquidation or dissolution of the Issuer. A “Compulsory Payment Event” will occur upon: (i) a discretionary distribution on or redemption/repurchase of any Issuer Shares, Junior Securities or Parity Securities, or (ii) Carlsberg A/S making any discretionary dividend or distribution on or redemption/repurchase of any Carlsberg A/S shares and the Issuer lends (or has lent) money to Carlsberg A/S with the primary purpose of funding this action, in each case all subject to customary carve-outs (including for any reductions of share capital at the Issuer level which are intended to mirror any reductions at the Carlsberg A/S level).
• Special Redemption Events: Accounting Event, Ratings Event or Tax Deductibility Event at 101% prior to the First Call Date, at par thereafter. Change of Control Event, Clean-Up Call Event (75% threshold) or Withholding Tax Event at par
• Change of Control Step-Up Margin: +500bps if not redeemed following the occurrence of a Change of Control Event
• Make-Whole Redemption: Applicable, in whole but not in part at the Make-Whole Redemption Amount at any time prior to the First Call Date, at the greater of (x) the principal amount of the Notes to be so redeemed and (y) the sum of the then present values of the remaining scheduled payments of principal and interest on such Notes to the First Call Date (exclusive of any interest accrued but not paid on the Notes since the last Interest Payment Date and any Outstanding Payments) discounted to the relevant Make-Whole Redemption Date on an annual basis
• Substitution and Variation: Yes, at any time upon a Ratings Event, a Withholding Tax Event, a Tax Deductibility Event or an Accounting Event (subject to conditions)
• Replacement Intention: Intention-based (non-binding) and subject to carve-outs, applicable until the relevant Step-up Date
• Listing: Luxembourg Stock Exchange (Euro MTF)
• Governing Law: English law except for status and subordination under the laws of the Kingdom of Denmark
• Documentation: Standalone; Preliminary Offering Memorandum dated 5-May-26
• Business Days: T2
• Day Count Fraction: Actual/Actual (ICMA)
• Use of Proceeds: The net proceeds from the issue of the Notes will be applied by the Issuer for general corporate purposes, including (without limitation), in the sole discretion of the Issuer, refinancing, by any means deemed appropriate by the Issuer, certain of its outstanding debt obligations
• Selling Restrictions: As per Preliminary Offering Memorandum; Reg. S, Cat 2 / TEFRA D; no sales to and no communication with US investors, including offshore US investors. There are restrictions on the offer, sale and transfer of the Notes in the United States, the UK, Japan, the People's Republic of China, the EEA, Singapore, Canada, Denmark and Switzerland
• Structuring Agent to the Issuer: J.P. Morgan SE
• Joint Bookrunners: ANZ, Citi, DB, J.P. Morgan SE (B&D), Nordea
• Target Market/PRIIPS: Manufacturer target market (EEA MiFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA key information document (KID) or DISC disclosure document has been prepared as not available to retail in EEA or UK.
• Marketing: www.netroadshow.com/nrs/home/#!/?show=ff4b39fa
• Timing: Books open, today’s business